Form 6-K GoldMining Inc. For: Jul 31

July 14, 2022 6:02 AM

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2022.

Commission File Number: 001-39566

GoldMining Inc.

(Translation of registrant's name into English)

Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F

☒ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXHIBIT INDEX

EXHIBITS 99.1 AND 99.2, INCLUDED WITH THIS REPORT, ARE HEREBY INCORPORATED BY REFERENCE AS EXHIBITS TO THE REGISTRANT’S REGISTRATION STATEMENT ON FORM F-10 (FILE NO. 333-255705), AS AMENDED AND SUPPLEMENTED, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

Exhibit Number	Description

99.1	Condensed consolidated interim financial statements for the three and six months ended May 31, 2022 and 2021 (unaudited).
99.2	Management’s discussion and analysis for the three and six months ended May 31, 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDMINING INC.

By:	/s/ Pat Obara
	Pat Obara
	Chief Financial Officer


Date:	July 14, 2022

Exhibit 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

MAY 31, 2022 AND 2021

(Expressed in Canadian Dollars unless otherwise stated)

GoldMining Inc.
Condensed Consolidated Interim Statements of Financial Position
As at May 31, 2022 and November 30, 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

			As at May 31,			As at November 30,
	Notes		2022			2021
			($)			($)
Assets
Current assets
Cash and cash equivalents		6		8,728,623			11,658,308
Other receivables				23,724			40,096
Prepaid expenses and deposits				594,645			528,804
Short-term investment				40,000			50,000
				9,386,992			12,277,208
Non-current assets
Reclamation deposits				523,816			523,816
Land, property and equipment		4		1,899,111			1,789,544
Exploration and evaluation assets		5		56,318,608			54,475,285
Investment in joint venture				1,230,727			999,396
Investment in GRC		3		78,276,077			130,090,220
				147,635,331			200,155,469

Liabilities
Current liabilities
Accounts payable and accrued liabilities				1,110,799			991,913
Due to joint venture				29,131			24,809
Due to related parties		11		37,762			20,793
Lease liabilities				85,010			54,453
Margin loan payable		7		12,666,286			12,481,648
				13,928,988			13,573,616
Non-Current Liabilities
Lease liabilities				207,238			69,767
Government loan				-			40,000
Rehabilitation provisions		8		871,360			899,829
Deferred tax liability		3		1,097,566			9,867,859
				16,105,152			24,451,071

Equity
Issued capital		9		138,471,033			131,082,494
Reserves		9		10,715,319			10,106,552
Retained earnings				35,246,978			41,183,972
Accumulated other comprehensive loss				(52,903,151	)		(6,668,620	)
Total equity attributable to shareholders of the Company				131,530,179			175,704,398
				147,635,331			200,155,469

Commitments (Note 13)

Subsequent events (Note 14)

Approved and authorized for issue by the Board of Directors on July 13, 2022.

/s/ "David Kong"

/s/ "Pat Obara"

David Kong

Director

Pat Obara

Chief Financial Officer

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

GoldMining Inc.
Condensed Consolidated Interim Statements of Comprehensive Loss
For the three and six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

		For the three months						For the six months
		ended May 31,						ended May 31,
	Notes	2022			2021			2022			2021
		($)			($)			($)			($)
Expenses
Consulting fees			46,015			156,418			106,364			174,388
Depreciation	4		53,676			44,920			104,423			90,528
Directors' fees, salaries and benefits	11		335,028			317,943			602,088			647,433
Exploration expenses	5		723,385			438,515			1,070,715			662,217
General and administrative			1,063,358			739,294			2,431,844			1,471,019
Professional fees			684,956			590,580			1,226,627			1,299,659
Share-based compensation	9		433,031			1,364,185			1,116,267			2,091,288
Share of loss on investment in joint venture			19,955			990			22,174			2,300
Gains on remeasurement of investment in GRC	3		-			(118,200,828	)		-			(118,200,828	)
Share of loss in associate	3		-			1,287,876			-			1,287,876
			3,359,404			(113,260,107	)		6,680,502			(110,474,120	)
Operating income (loss)			(3,359,404	)		113,260,107			(6,680,502	)		110,474,120

Other items
Dividend income			255,300			-			255,300			-
Gain on government loan forgiveness			10,000			-			10,000			-
Interest income			6,419			1,961			10,573			7,240
Other income			3,705			-			3,705			-
Accretion of rehabilitation provisions	8		(3,385	)		(1,070	)		(5,429	)		(1,713	)
Financing costs	7		(409,091	)		(2,829	)		(801,946	)		(5,470	)
Net foreign exchange gain (loss)			(28,767	)		55,237			3,215			(79,378	)
Net income (loss) for the period before taxes			(3,525,223	)		113,313,406			(7,205,084	)		110,394,799
Deferred income tax recovery (expense)	3		661,871			(9,144,559	)		1,268,090			(9,144,559	)
Net income (loss) for the period			(2,863,352	)		104,168,847			(5,936,994	)		101,250,240

Attributable to:
Shareholders of the Company			(2,863,352	)		104,277,134			(5,936,994	)		101,421,296
Non-controlling interests			-			(108,287	)		-			(171,056	)
Net income (loss) for the period			(2,863,352	)		104,168,847			(5,936,994	)		101,250,240

Other comprehensive loss
Items that will not be subsequently reclassified to net income or loss:
Unrealized gain (loss) on short-term investments			(16,000	)		10,000			(10,000	)		(10,000	)
Unrealized loss on investment in GRC	3		(29,690,078	)		-			(55,591,798	)		-
Deferred tax recovery on investment in GRC	3		4,008,161			-			7,504,893			-
Item that may be reclassified subsequently to net income or loss:
Foreign currency translation adjustments			1,103,532			(6,200,209	)		1,862,374			(7,796,553	)
Deferred tax recovery on foreign currency translation of associate						601,552			-			601,552
Total comprehensive income (loss) for the period			(27,457,737	)		98,580,190			(52,171,525	)		94,045,239

Attributable to:
Shareholders of the Company			(27,457,737	)		98,688,477			(52,171,525	)		94,216,295
Non-controlling interests			-			(108,287	)		-			(171,056	)
Total comprehensive income (loss) for the period			(27,457,737	)		98,580,190			(52,171,525	)		94,045,239

			(0.02	)		0.70			(0.04	)		0.68
Diluted income (loss) per share			(0.02	)		0.68			(0.04	)		0.66

Weighted average number of shares
Basic			152,346,495			149,347,500			151,355,575			149,034,969
Diluted			152,346,495			152,566,734			151,355,575			152,966,498

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

GoldMining Inc.
Condensed Consolidated Interim Statements of Changes in Equity
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

													Accumulated			Attributable
										Retained			Other			to Shareholders			Non-
		Number of		Issued						Earnings			Comprehensive			of the			controlling
	Notes	Shares		Capital			Reserves			(Deficit)			Loss			Company			Interests			Total
				($)			($)			($)			($)			($)			($)			($)
Balance at November 30, 2020			148,699,191		128,181,627			9,102,695			(59,934,831	)		(13,046,696	)		64,302,795			1,204,414			65,507,209
Options exercised	9		829,689		998,867			(337,929	)		-			-			660,938			-			660,938
Restricted share rights vested	9		24,040		69,440			(69,440	)		-			-			-			-			-
Gold Royalty private placement			-		-			-			84,592			-			84,592			52,836			137,428
Gold Royalty restricted shares			-		-			-			(402,112	)		-			(402,112	)		402,112			-
Share-based compensation	9		-		-			938,583			1,081,083			-			2,019,666			71,622			2,091,288
Initial recognition of deferred tax benefits of share issuance costs			-		392,871			-			-			-			392,871			-			392,871
Other comprehensive loss			-		-			-			-			(7,205,001	)		(7,205,001	)		-			(7,205,001	)
Net income for the period			-		-			-			101,421,296			-			101,421,296			(171,056	)		101,250,240
Deconsolidation of the non-controlling interests			-		-			-			-			-			-			(1,559,928	)		(1,559,928	)
Balance at May 31, 2021			149,552,920		129,642,805			9,633,909			42,250,028			(20,251,697	)		161,275,045			-			161,275,045
Options exercised	9		351,967		884,454			(413,798	)		-			-			470,656			-			470,656
Restricted share rights vested	9		12,500		35,750			(35,750	)		-			-			-			-			-
Issued capital pursuant to:
Settlement of litigation			324,723		526,051			-			-			-			526,051			-			526,051
Issuance cost			-		(6,941	)		-			-			-			(6,941	)		-			(6,941	)
Share-based compensation	9		-		-			922,191			-			-			922,191			-			922,191
Initial recognition of deferred tax benefits of share issuance costs			-		375			-			-			-			375			-			375
Other comprehensive income			-		-			-			-			13,583,077			13,583,077			-			13,583,077
Net loss for the period			-		-			-			(1,066,056	)		-			(1,066,056	)		-			(1,066,056	)
Balance at November 30, 2021			150,242,110		131,082,494			10,106,552			41,183,972			(6,668,620	)		175,704,398			-			175,704,398
Options exercised	9		686,501		1,509,662			(426,000	)		-			-			1,083,662			-			1,083,662
Restricted share rights vested	9		37,500		81,500			(81,500	)		-			-			-			-			-
At-the-Market offering:
Common shares issued for cash	9		2,869,312		5,924,331			-			-			-			5,924,331			-			5,924,331
Agents' fees and issuance costs	9		-		(148,165	)		-			-			-			(148,165	)		-			-148,165
Issued capital pursuant to acquisition of:
Exploration and evaluation assets	5		10,000		23,900			-			-			-			23,900			-			23,900
Share-based compensation	9		-		-			1,116,267			-			-			1,116,267			-			1,116,267
Deferred tax benefits of share issuance costs			-		(2,689	)		-			-			-			(2,689	)		-			(2,689	)
Other comprehensive loss			-		-			-			-			(46,234,531	)		(46,234,531	)		-			(46,234,531	)
Net loss for the period			-		-			-			(5,936,994	)		-			(5,936,994	)		-			(5,936,994	)
Balance at May 31, 2022			153,845,423		138,471,033			10,715,319			35,246,978			(52,903,151	)		131,530,179			-			131,530,179

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

GoldMining Inc.
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

	For the three months						For the six months
	ended May 31,						ended May 31,
	2022			2021			2022			2021
	($)			($)			($)			($)
Operating activities
Net loss for the period		(2,863,352	)		104,168,847			(5,936,994	)		101,250,240
Adjustments for items not involving cash:
Depreciation		53,676			44,920			104,423			90,528
Accretion		3,385			1,070			5,429			1,713
Financing costs		409,091			2,829			801,946			5,470
Equity losses of joint venture		19,955			990			22,174			2,300
Share-based compensation		433,031			1,364,185			1,116,267			2,091,288
Gain on remeasurement of investment in GRC		-			(118,200,828	)		-			(118,200,828	)
Share of loss in associate		-			1,287,876			-			1,287,876
Gain on government loan forgiveness		(10,000	)		-			(10,000	)		-
Deferred income tax expense (recovery)		(661,871	)		9,144,559			(1,268,090	)		9,144,559
Net unrealized foreign exchange gain		(33,279	)		(90,500	)		(134,835	)		(26,579	)
Net changes in non-cash working capital items:
Other receivables		99,052			17,677			16,372			(18,578	)
Prepaid expenses and deposits		(118,677	)		(537,470	)		(65,841	)		(571,322	)
Accounts payable and accrued liabilities		(15,425	)		766,207			118,886			649,991
Due to related parties		19,316			(17,685	)		16,969			(10,011	)
Cash used in operating activities		(2,665,098	)		(2,047,323	)		(5,213,294	)		(4,303,353	)

Investing activities
Investment in exploration and evaluation assets		(110,312	)		-			(110,312	)		-
Investment in royalty		-			(18,516	)		-			(230,614	)
Investment in GRC shares		(3,777,655	)		-			(3,777,655	)		-
Investment in joint venture		(53,371	)		-			(78,175	)		-
Purchase of equipment		-			(7,787	)		(34,791	)		(7,787	)
Deconsolidation of cash held in GRC		-			(2,480,709	)		-			(2,480,709	)
Reclamation deposit		-			-			-			30,000
Restricted cash refund		-			174,991			-			174,991
Cash used in investing activities		(3,941,338	)		(2,332,021	)		(4,000,933	)		(2,514,119	)

Financing activities
Proceeds from At-the-Market offering, net of agents' fees and issuance costs		5,776,166			-			5,776,166			-
Proceeds from common shares issued upon exercise of options		789,463			617,938			1,083,662			660,938
Payment of lease liabilities		(24,999	)		(28,476	)		(54,510	)		(56,610	)
Payment of government loan		(30,000	)		-			(30,000	)		-
Interest paid on margin loan		(277,238	)		-			(475,164	)		-
Payment of short-term credit facility		-			(88,969	)		-			(178,568	)
Proceeds from GRC private placement		-			-			-			137,428
Cash generated from financing activities		6,233,392			500,493			6,300,154			563,188

Effect of exchange rate changes on cash		(7,591	)		(36,152	)		(15,612	)		53,531

Net decrease in cash and cash equivalents		(380,635	)		(3,915,003	)		(2,929,685	)		(6,200,753	)
Cash and cash equivalents
Beginning of period		9,109,258			6,907,339			11,658,308			9,193,089
End of period		8,728,623			2,992,336			8,728,623			2,992,336

The accompanying notes are an integral part of these Condensed Consolidated Interim Financial Statements

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

1.	Corporate Information

GoldMining Inc. is a corporation organized under the laws of British Columbia and was incorporated in the Province of British Columbia, Canada, on September 9, 2009. Together with its subsidiaries (collectively, the "Company" or "GoldMining"), the Company is a public mineral exploration company with a focus on the acquisition, exploration and development of projects in Brazil, Colombia, United States, Canada, Peru and other regions of the Americas.

GoldMining Inc.'s common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange (the "TSX") under the symbol "GOLD", on the NYSE American (the "NYSE") under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR". The head office and principal address of the Company is located at Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

2.	Basis of Preparation

2.1

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

The Company's significant accounting policies applied in these condensed consolidated interim financial statements are the same as those described in note 3 of the Company's annual consolidated financial statements as at and for the years ended November 30, 2021 and 2020. These condensed consolidated interim financial statements should be read in conjunction with the Company's most recent annual consolidated financial statements.

The Company's consolidated financial statements and those of its controlled subsidiaries are presented in Canadian dollars ("$" or "dollars"), and all values are rounded to the nearest dollar except where otherwise indicated.

The Company's condensed consolidated interim financial statements for the three and six month period ended May 31, 2022 were authorised for issue by the Company's Board of Directors on July 13, 2022.

2.2

Significant accounting judgments and estimates

The preparation of these condensed consolidated interim financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of income and expenses during the reporting period. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, income and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions.

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the condensed consolidated interim financial statements are consistent with those described in Note 3 of the Company's annual consolidated financial statements.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

3.	Investment in GRC

In March 2021, the Company's former subsidiary, Gold Royalty Corp. ("GRC") completed its initial public offering (the "IPO"). Following the completion of the IPO, the Company's ownership in GRC decreased from 87.6% to 48.1% and the Company concluded it no longer had control over GRC. The Company reported the results of GRC as an associate using the equity method effective March 11, 2021. During the three and six months ended May 31, 2021, the Company had a share of loss in associate of $1,287,876. Following the Company's loss of control of GRC, the Company remeasured the value of its retained investment at fair value and recognized a gain of $118,200,828 during the three and six months ended May 31, 2021. On August 23, 2021, GRC completed the acquisition of Ely Gold Royalties Inc. ("Ely Gold"). Following GRC's acquisition of Ely Gold, the Company's ownership in GRC decreased from 48.1% to 27.6%. Post ownership dilution, two of the Company's directors remained members of GRC's board of seven directors. The Company continued to have the ability to exercise significant influence over GRC following the acquisition of Ely Gold. On November 5, 2021, GRC completed the acquisition of Abitibi Royalties Inc. ("Abitibi") and Golden Valley Mines and Royalties Ltd. ("Golden Valley") and its ownership in GRC fell below 20%. Based on an analysis performed, the Company concluded it no longer had significant influence over GRC and has accounted for its ownership in the common shares of GRC as an investment in GRC initially recognized at fair value and subsequently measured at fair value through other comprehensive income ("FVTOCI") effective November 5, 2021. As at May 31, 2022 the Company owns 20,700,000 shares of GRC.

The changes in investment in GRC, when accounted for at FVTOCI are as follows:

	($)
Balance as at November 30, 2020		-
Initial recognition of investment in GRC		120,832,900
Unrealized gain - November 5, 2021 to November 30, 2021		9,257,320
Balance as at November 30, 2021		130,090,220
Additions for the period		3,777,655
Unrealized loss		(55,591,798	)
Balance as at May 31, 2022		78,276,077

During the three and six months ended May 31, 2022, the Company acquired 700,000 common shares of GRC at an average price of $5.40 (US$4.28) per share, including transaction costs, through open market purchases over the facilities of the NYSE American.

The investment in GRC is recorded at fair value based on quoted market prices, with unrealized gains or losses excluded from earnings and reported as other comprehensive income or loss. During the three months ended May 31, 2022, the Company recorded an unrealized loss of $29,690,078 and a deferred tax recovery of $4,008,161 in other comprehensive loss relating to the investment in GRC. During the six months ended May 31, 2022, the Company recorded an unrealized loss of $55,591,798 and a deferred tax recovery of $7,504,893 in other comprehensive loss relating to the investment in GRC.

20 million of the GRC shares are pledged as security for the Company's margin loan (Notes 7 and 14).

Deferred Income Tax Recovery

During the three and six months ended May 31, 2022, the Company recognized a deferred income tax recovery of $661,871 and $1,268,090, respectively, (three and six months ended May 31, 2021: deferred income tax expense of $9,144,559 and $9,144,559, respectively). This amount has been recorded on a discrete basis as a reliable estimate of the annual effective rate cannot be determined at this time. The Company has recognized a deferred tax liability associated with the investment in GRC, less recognized deferred tax assets. The deferred tax liability related to the investment in GRC has been computed on the assumption that the temporary difference will be reversed as a capital gain.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

4.	Land, Property and Equipment

										Right-of-
										Use Assets
				Buildings and			Office			(Office and)			Exploration
	Land			Camp Structures			Equipment			warehouse space)			Equipment			Vehicles			Total
	($)			($)			($)			($)			($)			($)			($)
Cost
Balance at November 30, 2020		1,027,901			1,155,113			137,558			197,207			231,974			353,935			3,103,688
Additions		-			-			7,787			149,053			-			-			156,840
Change in reclamation estimate		-			55,303			-			-			-			-			55,303
Deconsolidation of GRC		-			-			(2,174	)		-			-			-			(2,174	)
Impact of foreign currency translation		(17,552	)		(17,384	)		(3,263	)		1,756			(5,272	)		(6,755	)		(48,470	)
Balance at November 30, 2021		1,010,349			1,193,032			139,908			348,016			226,702			347,180			3,265,187
Additions		-			-			34,791			216,311			-			-			251,102
Change in reclamation estimate		-			(19,277	)		-			-			-			-			(19,277	)
Impact of foreign currency translation		(10,436	)		(12,323	)		7,247			(2,155	)		2,079			(1,189	)		(16,777	)
Balance at May 31, 2022		999,913			1,161,432			181,946			562,172			228,781			345,991			3,480,235

Accumulated Depreciation
Balance at November 30, 2020		-			521,357			106,807			100,564			230,375			353,935			1,313,038
Depreciation		-			61,635			13,737			109,223			1,028			-			185,623
Deconsolidation of GRC		-			-			(369	)		-			-			-			(369	)
Impact of foreign currency translation		-			(7,707	)		(3,416	)		454			(5,225	)		(6,755	)		(22,649	)
Balance at November 30, 2021		-			575,285			116,759			210,241			226,178			347,180			1,475,643
Depreciation		-			35,530			18,760			49,612			521			-			104,423
Impact of foreign currency translation		-			(6,121	)		7,348			(1,062	)		2,082			(1,189	)		1,058
Balance at May 31, 2022		-			604,694			142,867			258,791			228,781			345,991			1,581,124

Net Book Value
At November 30, 2021		1,010,349			617,747			23,149			137,775			524			-			1,789,544
At May 31, 2022		999,913			556,738			39,079			303,381			-			-			1,899,111

5.	Exploration and Evaluation Assets

	For the three months						For the six months
	ended May 31,						ended May 31,
	2022			2021			2022			2021
	($)			($)			($)			($)

Balance at the beginning of period		55,166,176			54,299,875			54,475,285			55,885,728
Mineral rights and property acquired		134,212			-			134,212			-
		55,300,387			54,299,875			54,609,496			55,885,728
Change in reclamation estimate		(4,568	)		30,013			(10,760	)		31,513
Foreign currency translation adjustments		1,022,789			(1,674,770	)		1,719,872			(3,262,123	)
Balance at the end of period		56,318,608			52,655,118			56,318,608			52,655,118

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

Exploration and evaluation assets on a project basis are as follows:

	May 31,		November 30,
	2022		2021
	($)		($)
La Mina		13,509,094		13,650,091
Titiribi		11,341,210		11,459,581
Yellowknife		7,136,599		7,147,358
Crucero		6,653,821		6,723,268
Cachoeira		6,283,880		5,351,475
São Jorge		5,294,406		4,508,819
Surubim		2,053,259		1,748,595
Yarumalito		1,580,937		1,461,825
Almaden		1,091,095		1,102,483
Whistler		927,451		937,132
Batistão		237,853		202,560
Montes Áureos and Trinta		181,325		154,420
Rea		27,678		27,678
Total		56,318,608		54,475,285

On March 11, 2022, the Company acquired an existing 1% net smelter return ("NSR") royalty on the Company's Yarumalito Project in Colombia from Newrange Gold Corp. ("Newrange"). Pursuant to the agreement, the Company paid Newrange $100,000 in cash and delivered 10,000 common shares of the Company. The total purchase price including transaction costs was $134,212 and was capitalized to exploration and evaluation assets during the three and six months ended May 31, 2022.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

Exploration Expenditures

Exploration expenditures on a project basis for the periods indicated are as follows:

									For the period from
	For the three months ended				For the six months ended				incorporation,
	May 31,				May 31,				September 9, 2009, to
	2022		2021		2022		2021		May 31, 2022
	($)		($)		($)		($)		($)
La Mina		397,688		66,178		534,764		125,140		1,759,570
Titiribi		86,239		77,992		140,317		138,691		1,976,125
São Jorge		92,955		44,702		131,311		68,147		1,277,469
Whistler		49,701		43,997		86,385		44,297		2,972,426
Almaden		49,782		54,111		73,356		57,935		332,764
Yellowknife		9,986		111,495		42,211		144,757		1,186,952
Yarumalito		15,400		5,742		24,299		14,601		138,428
Cachoeira		10,508		34,298		19,364		68,649		6,759,882
Rea		11,126		-		18,708		-		287,896
Crucero		-		-		-		-		312,386
Montes Áureos and Trinta		-		-		-		-		1,819,966
Surubim		-		-		-		-		209,772
Batistão		-		-		-		-		30,902
Other Exploration Expenses		-		-		-		-		1,566,198
Total		723,385		438,515		1,070,715		662,217		20,630,736

6.	Cash and Cash Equivalents

	May 31,		November 30,
	2022		2021
	($)		($)
Cash and cash equivalents consist of:
Cash at bank and on hand		4,571,108		2,181,908
Guaranteed Investment Certificates		4,157,515		9,476,400
Total		8,728,623		11,658,308

7.	Margin loan payable

On October 28, 2021, the Company entered into an agreement for a $24.7 million (US$20 million) loan facility (the "Facility"), which Facility was available for general corporate purposes, acquisitions and to continue to advance Company projects. The Facility: (i) is subject to an interest rate of 3-month USD LIBOR plus 5.65% per annum, with the unutilized portion of the Facility subject to a standby fee of 3.00% per annum; (ii) matures on the earlier of October 28, 2022 or an earlier repayment date in accordance with its terms, and may be extended for an additional one-year period subject to lender approval; (iii) is secured by the shares of GRC owned by the Company; and (iv) is subject to customary loan-to-value and minimum share price requirements and conditions to drawdowns. The Company paid a one-time facility fee equal to 1.50% on entering into the Facility. The Facility provided for a minimum draw down of $12.4 million (US$10 million) and certain customary early repayment fees in the event that any portion of such minimum amount was repaid prior to maturity. As at May 31, 2022, the Company had drawn $12.4 million (US$10 million) under the Facility (Note 14).

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

The following outlines the movement of the margin loan during the six months ended May 31, 2022, and the year ended November 30, 2021:

	US$			$

Draw-down		10,000,000		12,388,000
Less: transaction costs and fees		(340,962	)	(422,384	)
Interest expense		108,274		136,003
Unrealized foreign exchange loss		-		380,029
Balance at November 30, 2021		9,767,312		12,481,648
Interest expense		625,127		794,638
Interest paid		(377,189	)	(475,164	)
Unrealized foreign exchange gain		-		(134,835	)
Balance at May 31, 2022		10,015,250		12,666,286

8.	Rehabilitation Provisions

The Whistler Project's exploration activities are subject to the State of Alaska's laws and regulations governing the protection of the environment. The Whistler Project rehabilitation provision is valued under the following assumptions:

	May 31,			November 30,
	2022			2021
Undiscounted amount of estimated cash flows (US$)		235,000			235,000
Life expectancy (years)		3			4
Inflation rate		8.30	%		6.90	%
Discount rate		2.71	%		0.81	%

In July 2017, the Company acquired the Yellowknife Project and assumed a provision for reclamation of $489,818 related to the restoration of the camp sites. The Yellowknife Project rehabilitation provision is expected to be settled in October 2023 and is valued under the following assumptions:

	May 31,			November 30,
	2022			2021
Undiscounted amount of estimated cash flows (CAD$)		490,000			490,000
Life expectancy (years)		1			2
Inflation rate		7.00	%		4.90	%
Discount rate		2.67	%		0.98	%

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

The following table summarizes the movements in the rehabilitation provisions:

	May 31,			November 30,
	2022			2021
	($)			($)
Balance at the beginning of period		899,829			815,828
Accretion		5,429			3,735
Change in estimate		(30,046	)		83,328
Foreign currency translation adjustments		(3,852	)		(3,062	)
Total		871,360			899,829

9.	Share Capital

9.1

Authorized

The authorized share capital of the Company is comprised of an unlimited number of common shares without par value.

At-the-Market Equity Program

On December 10, 2021, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "ATM Program").

Pursuant to the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares"). The ATM Shares sold under the ATM Program, if any, will be sold at the prevailing market price on the TSX or the NYSE, as applicable, at the time of sale. Unless earlier terminated by the Company or the agents as permitted therein, the ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) January 1, 2023.

During the three and six months ended May 31, 2022, the Company issued 2,869,312 common shares under the ATM Program for gross proceeds of $5,924,331, with aggregate commissions paid to agents and other share issue costs of $148,165.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

9.2

Reserves

	Restricted Shares ($)			Share Options ($)			Warrants ($)		Total ($)
Balance at November 30, 2020		26,305			5,535,605			3,540,785		9,102,695
Options exercised		-			(337,929	)		-		(337,929	)
Restricted share rights vested		(69,440	)		-			-		(69,440	)
Share-based compensation		83,828			854,755			-		938,583
Balance at May 31, 2021		40,693			6,052,431			3,540,785		9,633,909
Options exercised		-			(413,798	)		-		(413,798	)
Restricted share rights vested		(35,750	)		-			-		(35,750	)
Share-based compensation		32,456			889,735			-		922,191
Balance at November 30, 2021		37,399			6,528,368			3,540,785		10,106,552
Options exercised		-			(426,000	)		-		(426,000	)
Restricted share rights vested		(81,500	)		-			-		(81,500	)
Share-based compensation		65,120			1,051,147			-		1,116,267
Balance at May 31, 2022		21,019			7,153,515			3,540,785		10,715,319

9.3

Share Options

The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, and amended and restated on October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 and March 14, 2022. Pursuant to the terms of the Option Plan, the Board may designate directors, officers, employees and consultants of the Company or any of its subsidiaries and employees of a person or company which provides services to the Company or any of its subsidiaries is eligible to receive incentive share options ("Option(s)") to acquire such numbers of GoldMining Shares as the Board may determine, each Option so granted being for a term specified by the Board up to a maximum of five years from the date of grant. The Options vest in accordance with the vesting schedule during the optionee's continual service with the Company. The maximum number of GoldMining Shares reserved for issuance for Options granted under the Option Plan at any time is 10% of the issued and outstanding GoldMining Shares in the capital of the Company. The Option Plan, as amended and restated, was affirmed, ratified and approved by the Company's shareholders in accordance with its terms at the Annual General and Special Meeting held on May 19, 2022.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

The following outlines movements of the Company's Options:

	Number of Options			Weighted Average Exercise Price ($)
Balance at November 30, 2020		10,732,000			1.51
Granted		250,000			2.09
Exercised⁽¹⁾		(815,000	)		0.81
Balance at May 31, 2021		10,167,000			1.58
Granted		2,765,000			1.82
Exercised		(382,850	)		1.39
Expired		(105,000	)		2.50
Balance at November 30, 2021		12,444,150			1.63
Granted		293,945			2.07
Exercised⁽²⁾		(700,520	)		1.59
Expired		(65,000	)		1.68
Balance at May 31, 2022		11,972,575			1.65

(1)

During the three and six months ended May 31, 2021, the Company issued 770,000 and 802,951 common shares at weighted average trading prices of $2.14 and $2.16 respectively. The common shares were issued pursuant to the exercise of 815,000 share options, of which 7,951 common shares were issued pursuant to the exercise of 20,000 share options on a net exercise basis.

(2)

During the three and six months ended May 31, 2022, the Company issued 493,750 and 686,501 common shares at weighted average trading prices of $2.36 and $2.26 respectively. The common shares were issued pursuant to the exercise of 700,520 share options, of which 5,981 common shares were issued pursuant to the exercise of 20,000 share options on a net exercise basis.

The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

	Six months ended May 31, 2022			Six months ended May 31, 2021
Risk-free interest rate		2.10	%		0.30	%
Expected life (years)		2.83			1.25
Expected volatility		61.57	%		66.12	%
Expected dividend yield		0.00	%		0.00	%
Estimated forfeiture rate		5.41	%		0.38	%

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

A summary of Options outstanding and exercisable at May 31, 2022, are as follows:

			Options Outstanding						Options Exercisable
Exercise Prices			Number of Options Outstanding		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)		Number of Options Exercisable		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life (years)
$0.78	-	$0.84		1,762,500		0.78		1.49		1,762,500		0.78		1.49
$0.85	-	$1.05		2,139,500		1.05		2.20		2,139,500		1.05		2.20
$1.06	-	$1.72		2,985,000		1.58		0.47		2,916,250		1.58		0.37
$1.73	-	$1.84		2,656,250		1.83		4.45		1,323,750		1.83		4.45
$1.85	-	$3.38		2,429,325		2.69		3.34		2,260,380		2.73		3.23
				11,972,575		1.65		2.39		10,402,380		1.62		2.08

The fair value of the Options recognized as share-based compensation expense during the three and six months ended May 31, 2022, was $412,740 and $1,051,147, respectively, (three and six months ended May 31, 2021: $452,146 and $854,755, respectively), using the Black-Scholes option pricing model.

9.4

Restricted Share Rights

The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. Pursuant to the terms of the RSP, the Board may designate directors, senior officers, employees and consultants of the Company eligible to receive restricted share rights ("RSR(s)") to acquire such number of GoldMining Shares as the Board may determine, in accordance with the restricted periods schedule during the recipient's continual service with the Company. There are no cash settlement alternatives. The RSP was approved by the Company's shareholders in accordance with its term at the Company's annual general meeting held on May 25, 2019.

The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of new common shares from treasury.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

The following outlines the movements of the Company's RSRs:

	Number of RSRs			WeightedAverage Value ($)
Balance at November 30, 2020		49,040			2.88
Vested		(24,040	)		2.89
Balance at May 31, 2021		25,000			2.86
Granted		50,000			1.83
Vested		(12,500	)		2.86
Balance at November 30, 2021		62,500			2.04
Vested		(37,500	)		2.17
Balance at May 31, 2022		25,000			1.83

The fair value of the RSRs recognized as share-based compensation expense during the three and six months ended May 31, 2022 was $20,291 and $65,120 (three and six months ended May 31, 2021: $34,493 and $83,828).

9.5

Income (loss) per share

For the three months ended May 31, 2022 and 2021, diluted income (loss) per share was calculated as follows:

	Three months ended May 31, 2022								Three months ended May 31, 2021
	Loss for			Weighted		Loss			Income for		Weighted		Income
	the period			average shares		per share			the period		average shares		per share
	($)			outstanding		($)			($)		outstanding		($)
Basic income (loss) per share		(2,863,352	)		152,346,495		(0.02	)		104,277,134		149,347,500		0.70
Effect of dilutive securities:
Stock options		-			-		-			-		3,219,233		-
Diluted income (loss) per share		(2,863,352	)		152,346,495		(0.02	)		104,277,134		152,566,733		0.68

For the six months ended May 31, 2022 and 2021, diluted income (loss) per share was calculated as follows:

	Six months ended May 31, 2022								Six months ended May 31, 2021
	Loss for			Weighted		Loss			Income for		Weighted		Income
	the period			average shares		per share			the period		average shares		per share
	($)			outstanding		($)			($)		outstanding		($)
Basic income (loss) per share		(5,936,994	)		151,355,575		(0.04	)		101,421,296		149,034,969		0.68
Effect of dilutive securities:
Stock options		-			-		-			-		3,931,529		-
Diluted income (loss) per share		(5,936,994	)		151,355,575		(0.04	)		101,421,296		152,966,498		0.66

9.6

U.S. GoldMining Inc. Restricted Shares

On January 27, 2022 the Company created a new subsidiary, U.S. GoldMining Inc. ("US GoldMining") to advance its Whistler gold-copper Project, located in Alaska, United States.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

In March 2022, US GoldMining issued certain performance based restricted shares to directors, officers and other personnel, which performance based restricted shares represented approximately 5.8% of the outstanding shares of US GoldMining as of the date hereof. The performance based restricted shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such performance conditions are not met within applicable periods, the restricted shares will be deemed forfeited and surrendered by the holder thereof to US GoldMining without the requirement of any further consideration.

During the three and six months ended May 31, 2022, the Company recognized share-based compensation expense of $nil for the US GoldMining restricted shares.

9.7

GRC share based compensation

GRC's share-based compensation from its equity incentive plan was recognized as share-based compensation expense of the Company on a consolidated basis up to the date of its IPO on March 11, 2021 at which point GRC was deconsolidated.

During the three and six months ended May 31, 2021, the Company recognized share-based compensation expense of $840,804 for the GRC share options granted up to the date of loss of control.

During the three and six months ended May 31, 2021, the Company recognized share-based compensation expense of $36,742 and $311,901, respectively, for GRC restricted shares up to the date of loss of control.

10.

Financial Instruments

The Company's financial assets include cash and cash equivalents, short-term investment, reclamation deposits and the investment in GRC. The Company's financial liabilities include accounts payable and accrued liabilities, due to joint venture, due to related parties and margin loan payable. The Company uses the following hierarchy for determining and disclosing fair value of financial instruments:

●

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

●

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

●

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company's short-term investment and investment in GRC are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of the short-term investment and investment in GRC are determined by obtaining the quoted market price of the short-term or investment in GRC and multiplying it by the quantity of shares held by the Company.

10.1

Financial Risk Management Objectives and Policies

The financial risk arising from the Company's operations are currency risk, credit risk, liquidity risk and commodity price risk. These risks arise from the normal course of operations and all transactions undertaken are to support the Company's ability to continue as a going concern. The risks associated with the Company's financial instruments and the policies on how the Company mitigates these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

10.2

Currency Risk

The Company's operating expenses and acquisition costs are denominated in United States dollars, the Brazilian Real, the Colombian Peso and Canadian dollars. The exposure to exchange rate fluctuations arises mainly on foreign currencies against the Company and its subsidiaries functional currencies. The Company has not entered into any derivative instruments to manage foreign exchange fluctuations; however, management monitors foreign exchange exposure.

The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows:

	As at May 31,		As at November 30,
	2022		2021
	($)		($)
Assets
United States Dollar		83,570,690		138,692,454
Brazilian Real		42,657		17,610
Colombian Peso		418,608		183,151
Total		84,031,955		138,893,215

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $12,905,787.

The impact of a Canadian dollar change against the United States Dollar on the investment in GRC by 10% at May 31, 2022 would have an impact, net of tax, of approximately $6,770,881 on other comprehensive loss for the six months ended May 31, 2022. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at May 31, 2022 would have an impact of $714,991 on net loss for the six months ended May 31, 2022.

10.3

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company's exposure to interest rate risk arises from the impact of interest rates on its cash, guaranteed investment certificates, lease liabilities and margin loan payable, which bear interest at fixed or variable rates. The interest rate risks on the Company's cash and cash equivalents and lease liabilities are minimal. The Company's margin loan bears a floating interest rate and an increase (decrease) of 10 basis points in 3-month USD LIBOR would not have a significant impact on net loss for the six months ended May 31, 2022. The Company has not entered into any derivative instruments to manage interest rate fluctuations.

10.4

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Credit risk for the Company is primarily associated with the Company's bank balances.

The Company mitigates credit risk associated with its bank balance by only holding cash and cash equivalents with large, reputable financial institutions.

10.5

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to settle or manage its obligations associated with financial liabilities. To manage liquidity risk the Company closely monitors its liquidity position and ensures it has adequate sources of funding to finance its projects and operations. As at May 31, 2022, the Company has a working capital deficit (current assets less current liabilities) of $4,541,996. The Company's other receivables, prepaid expenses, deposits, accounts payable and accrued liabilities, due to joint venture, due to related parties, lease liabilities and margin loan are expected to be realized or settled within a one-year period.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company also owns 20.7 million shares of NYSE listed Gold Royalty Corp. (closing share price as of May 31, 2022 of US$2.99 reflects a value of US$61,893,000) and received a dividend of $255,300 (US$200,000) during the three and six months ended May 31, 2022 (Note 3). GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by the GRC shares after the maturity of the existing facility will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

10.6

Other Price Risk

The Company is exposed to equity price risk as a result of holding an investment in GRC. The Company does not actively trade this investment. The equity price of this investment is impacted by various underlying factors including commodity prices. Based on the Company's investment in GRC held as at May 31, 2022, a 10% change in the equity price of this investment would have an impact, net of tax, of approximately $6,770,881 on other comprehensive loss for the six months ended May 31, 2022.

11.

Related Party Transactions

11.1

Related Party Transactions

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

●

During the three and six months ended May 31, 2022, the Company incurred $nil and $nil, respectively, (three and six months ended May 31, 2021: $10,500 and $21,000, respectively) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid in the prior period were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. The Company also granted Options to the related party with the fair value of the Options expensed during the three and six months ended May 31, 2022, in the amounts of ($6,614) and $731, respectively, (three and six months ended May 31, 2021: $14,909 and $18,995, respectively) using the Black-Scholes option pricing model.

●

During the three and six months ended May 31, 2022, the Company incurred $59,728 and $95,841, respectively, (three and six months ended May 31, 2021: $16,050 and $32,850, respectively) in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of its Chairman and are within industry standards. As at May 31, 2022, $7,718 was payable to such related party (November 30, 2021: $nil) and $16,667 is included in prepaid expenses and deposits (November 30, 2021: $nil).

Related party transactions are based on the amounts agreed to by the parties. During the three and six months ended May 31, 2022, the Company did not enter into any contracts or undertake any commitment or obligation with any related parties other than as disclosed herein.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

11.2

Transactions with Key Management Personnel

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity and including directors' fees, for the three and six months ended May 31, 2022, comprised of:

	For the three months ended				For the six months ended
	May 31				May 31
	2022		2021		2022		2021
	($)		($)		($)		($)
Management Fees		40,970		50,137		81,940		106,107
Director and Officer Fees		106,179		76,405		168,826		187,670
Share-based compensation		313,675		240,224		656,306		716,618
Total		460,824		366,766		907,072		1,010,395

As at May 31, 2022, $30,044 was payable to key management personnel for services provided to the Company (November 30, 2021: $20,793). Compensation is comprised entirely of salaries, fees and similar forms of remuneration and directors' fees. Management includes the Chief Executive Officer and the Chief Financial Officer.

12.

Segmented Information

The Company conducts its business as a single operating segment, being the acquisition, exploration and development of mineral properties. The Company operates in five principal geographical areas: Canada (country of domicile), Brazil, United States, Colombia and Peru.

The Company's total non-current assets, total liabilities and operating loss by geographical location are detailed below:

	Total non-current assets				Total liabilities
	As at May 31,		As at November 30,		As at May 31,		As at November 30,
	2022		2021		2022		2021
	($)		($)		($)		($)
Canada		86,341,232		137,820,266		15,488,362		23,748,802
Colombia		27,747,675		28,055,990		35,165		118,692
Brazil		15,281,450		12,965,266		85,131		72,704
Peru		6,654,350		6,724,336		-		-
United States		2,223,632		2,312,403		496,494		510,873
Total		138,248,339		187,878,261		16,105,152		24,451,071

	Total operating income (loss)						Total operating income (loss)
	For the three months ended						For the six months ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021
	($)			($)			($)			($)
Canada		(2,299,774	)		113,769,378			(5,090,424	)		111,379,637
Colombia		(612,857	)		(274,490	)		(898,786	)		(512,711	)
Brazil		(262,878	)		(108,655	)		(424,000	)		(230,432	)
United States		(169,835	)		(120,833	)		(250,224	)		(150,561	)
Peru		(14,060	)		(5,293	)		(17,068	)		(11,813	)
Total		(3,359,404	)		113,260,107			(6,680,502	)		110,474,120

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

13.

Commitments

Boa Vista Joint Venture Project

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of Boa Vista Gold Inc. ("BVG") , and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holdings in BVG drop below 10%.

Pursuant to a mineral rights acquisition agreement, as amended, relating to the project, Golden Tapajós Mineração Ltda. ("GT"), a subsidiary of BVG, was required to pay R$3,620,000 in September 2018 to the counterparty thereunder. In May 2019, GT renegotiated the terms of the mineral rights agreement with respect to the aforementioned payment. As a result of the amended terms of the mineral rights agreement, GT paid R$400,000 in May 2019 to the counterparty and a further R$3,220,000 will be due in December 2022. If GT fails to make such payment, subject to a cure period, the counterparty may seek to terminate the agreement and the mineral rights that are the subject of the agreement will be returned to the counterparty.

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

●

US$628,660 (payable in R$ equivalent) in December 2022.

If the Company's subsidiary fails to make any of the aforementioned payments, subject to a cure period, the counterparty may seek to terminate the agreement and the interest in the exploration license will be returned to the counterparty.

Altoro Agreement

Pursuant to an option agreement between the Company's subsidiary and Altoro Mineração Ltda. dated November 5, 2010, as amended on December 3, 2010 and December 14, 2012, the Company's subsidiary was granted the option to acquire certain exploration licenses for an aggregate consideration of US$850,000. Pursuant to this agreement, a cash payment of US$650,000 is payable upon ANM granting a mining concession over certain exploration concessions.

La Mina Project

The La Mina Project hosts the La Mina concession contract and the contiguous La Garrucha concession contract. Surface rights over a portion of the La Garrucha concession contract is subject to a surface rights lease agreement and an option agreement as outlined below:

Pursuant to a surface rights lease agreement dated July 6, 2016, and amended August 19, 2016, April 4, 2017, November 5, 2018, and July 10, 2020, the Company can lease the surface rights over a portion of the La Garrucha concession contract by making the following remaining payments:

●

US$25,000 in June 2022 (paid); and

●

US$55,000 in December 2022.

In addition, pursuant to an option agreement entered into by the Company's subsidiary on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

In addition to the La Garrucha agreements, Jarbas Agreement, Altoro Agreement and Boa Vista Mineral Rights Agreement as at May 31, 2022, the Company is renting or leasing various offices and storage spaces located in Brazil, Colombia and Peru that relate to lease agreements with terms of 12 months or less from the date of initial application or relate to low value assets.

Future rental payments are as follows:

	Amount ($)
Due within 1 year		117,937
1 – 3 years		5,691
3 – 5 years		-
More than 5 years		-
Total		123,628	⁽¹⁾

(1)

Includes $17,581 related to low value assets and $106,047 related to short-term leases on the date of initial application.

The Company's commitments related to long-term leases at the date of initial application, that do not relate to low value assets, are disclosed as lease liabilities.

14.

Subsequent Events

Subsequent to May 31, 2022, the Company issued 1,611,454 ATM Shares under the ATM Program for gross proceeds of approximately $2.06 million, with aggregate commissions paid or payable to the Agents and other share issue costs of approximately $0.05 million.

On June 14, 2022, the Company announced that it and its subsidiary had entered into an option agreement with NevGold Corp. ("Nevgold") and a subsidiary of NevGold (the "Option Agreement"), pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project to NevGold's subsidiary. Pursuant to the terms thereof, on July 4, 2022, the Company closed the grant of the option to NevGold's subsidiary. As consideration for the option, the Company received consideration of C$3.0 million, based upon the volume weighted average price of the NevGold Shares for the 30-trading day period prior to the date the option agreement was entered into, which was satisfied by NevGold issuing 4,444,444 common shares of NevGold ("NevGold Shares"). To exercise the option, NevGold must, among other things:

●

make a total of C$6 million of additional payments to GoldMining's subsidiary between January 1, 2023 and January 1, 2024, which payments may be satisfied by NevGold in cash or through the issuance of NevGold Shares, on the following schedule:

January 1, 2023: C$1.5 million

July 1, 2023: C$1.5 million

January 1, 2024: C$3.0 million

In the event that NevGold elects to satisfy any of the foregoing payments by issuing NevGold Shares, the number of such shares will be based upon the volume weighted average price of the NevGold Shares for the then-applicable 30-trading day period.

●

complete qualifying expenditures on the Project aggregating to C$2.25 million, comprised of C$1.5 million on or before June 1, 2023, and a further C$0.75 million on or before December 31, 2023.

GoldMining Inc.
Notes to Condensed Consolidated Interim Financial Statements
For the six months ended May 31, 2022 and 2021
(Unaudited, expressed in Canadian dollars unless otherwise stated)

Pursuant to the Option Agreement, the Company also completed an initial strategic investment in NevGold by subscribing for 1,481,481 NevGold Shares at a price of C$0.675 per share, based upon the volume weighted average price of the NevGold Shares for the 30-trading day period prior to the date the option agreement was entered into, for total subscription proceeds of C$1.0 million. In connection with the closing of the initial option grant and the strategic investment, GoldMining and NevGold have entered into an investor rights agreement on customary terms, which provides for, among other things, the grant of certain anti-dilution rights by NevGold to GoldMining and the right to nominate one board member of NevGold, provided the Company maintains an equity interest in NevGold above 4.99%. Pursuant to the Option Agreement, GoldMining has agreed to purchase additional NevGold equity in an amount to the lesser of C$1.25 million and 40% of the total gross proceeds raised by NevGold in the event NevGold completes a qualifying financing prior to November 30, 2022.

Subsequent to May 31, 2022, in order to provide the Company greater capital flexibility, the Company and the lender entered into an amendment of the Facility, pursuant to which, among other things, the Company repaid US$3 million without incurring early pre-payment fees and the Facility's margin and pricing requirements were amended to provide greater flexibility to the Company in light of existing market conditions. The Company does not currently expect to make further drawdowns prior to the upcoming maturity of the Facility, further drawdowns and additional availability under the Facility are subject to satisfying the conditions under the terms of the Facility, which would not be met as of the date hereof. As a part of the amendment of the Facility, an additional 700,000 GRC shares were pledged as security for the Company's margin loan.

Exhibit 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2022

(Expressed in Canadian dollars unless otherwise stated)

July 13, 2022

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

General

This management's discussion and analysis ("MD&A") of the financial condition and results of operations of GoldMining Inc., for the three and six months ended May 31, 2022, should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and the notes thereto for the three and six months ended May 31, 2022, and its annual information form (the "AIF") and audited consolidated financial statements and the notes thereto for year ended November 30, 2021, copies of which are available under the Company's profile at www.sedar.com.

The Company's unaudited condensed consolidated interim financial statements for the three and six months ended May 31, 2022, have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). Unless otherwise stated, all information contained in this MD&A is as of July 13, 2022.

References in this MD&A to the "Company" mean "GoldMining Inc.", together with its subsidiaries, unless the context otherwise requires. Unless otherwise stated, references herein to "$" or "dollars" are to Canadian dollars, references to "US$" are to United States dollars and references to "R$" are to Brazilian Reals.

Forward-looking Information

This document contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively, "forward-looking statements"), including statements regarding the Company's: (i) future exploration and development plans; (ii) the Company's expectations and plans regarding the launch of U.S. GoldMining Inc. ("US GoldMining"); (iii) capital requirements and ability to obtain requisite financing; (iv) expectations respecting the receipt of necessary licences and permits, including obtaining extensions thereof;; and (v) the Company's strategy; and future business plans, including the execution of its value enhancement strategies. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "estimates", "intends", "anticipates", "does not anticipate", "believes" or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "should" or "will" be taken, occur or be achieved. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates including: (i) assumptions about general business and economic conditions; (ii) the Company's ability to launch US GoldMining, including its ability to raise requisite capital to operate US GoldMining as a standalone entity; (iii) commodities prices; (iv) the ability of the Company to identify and execute on value enhancement opportunities such as joint ventures, option agreements and other divestitures; (v) the availability of equity and other financing on reasonable terms or at all, including necessary financing to meet the Company's contractual obligations to maintain its property interests or exercise mineral property options; (vi) the timing and ability to obtain requisite operational, environmental and other licences, permits and approvals, including extensions thereof; and (vii) the value of publicly traded securities held by the Company, including the shares of Gold Royalty Corp. and NevGold Corp. owned by the Company. Investors are cautioned that forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to: (i) the Company's limited operating history; (ii) general economic conditions; (iii) the Company not being able to obtain necessary financing on acceptable terms or at all; (iv) any inability to identify or complete value enhancing transactions on acceptable terms or at all; (v) the Company losing or abandoning its property interests; (vi) the Company's properties being in the exploration stage and without known bodies of commercial ore; (vii) the Company being able to obtain or maintain all necessary permits, licences and approvals; (viii) environmental laws and regulations becoming more onerous; (ix) potential defects in title to the Company's properties; (x) fluctuating exchange rates; (xi) fluctuating commodities prices; (xii) operating hazards and other risks of the mining and exploration industry; (xiii) competition; potential inability to find suitable acquisition opportunities and/or complete the same; (xiv) fluctuations in the market price of publicly traded securities held by the Company; and (xv) other risks and uncertainties listed in the Company's public filings, including those set out under "Risk Factors" in the AIF.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking statements and information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities laws.

Business Overview

The Company is a public mineral exploration company focused on the acquisition and development of gold assets in the Americas. Through its disciplined acquisition strategy, the Company now controls a diversified portfolio of resource-stage gold and gold-copper projects in Canada, U.S.A., Brazil, Colombia and Peru.

The Company's projects currently include the La Mina, Titiribi and Yarumalito Gold-Copper Projects, all of which are located in the Department of Antioquia, Colombia; the Whistler Gold-Copper Project, located in Alaska, United States; the São Jorge, Cachoeira, Surubim, Boa Vista, and Batistão, Montes Aureos and Trinta Gold Projects, located in the States of Pará, Mato Grosso and Maranhão, Brazil, respectively; the Crucero Gold Project, located in Peru; the Almaden Gold Project, located in Idaho, United States, which is subject to an option to a subsidiary of NevGold Corp.; and the Yellowknife Gold Project and Rea Uranium Project, located in Northwest Territories and Alberta, Canada, respectively.

The Company's common shares (the "GoldMining Shares") are listed on the Toronto Stock Exchange under the symbol "GOLD", on the NYSE American under the symbol "GLDG" and on the Frankfurt Stock Exchange under the symbol "BSR".

The head office and principal address of the Company is Suite 1830, 1030 West Georgia Street, Vancouver, British Columbia, V6E 2Y3, Canada.

Company Strategy

The Company's long-term growth strategy is premised on the execution of a dual pronged approach of advancing the existing portfolio including pursuing partnerships and joint ventures, the continuation of evaluating accretive acquisition opportunities and evaluating spin-outs and disposition opportunities.

Recent Developments

Option of Almaden Project and Strategic Investment in NevGold Corp.

On June 14, 2022, the Company announced that it and its subsidiary had entered into an option agreement with NevGold Corp. ("Nevgold") and a subsidiary of NevGold (the "Option Agreement"), pursuant to which, among other things, it agreed to grant an option to acquire 100% of the Company's Almaden Project to NevGold's subsidiary. Pursuant to the terms thereof, on July 4, 2022, the Company closed the grant of the option to NevGold's subsidiary. As consideration for the option, the Company received consideration of C$3.0 million, based upon the volume weighted average price of the NevGold Shares for the prior 30-trading day period, which was satisfied by NevGold issuing 4,444,444 common shares of NevGold ("NevGold Shares"). To exercise the option, NevGold must, among other things:

●

January 1, 2023: C$1.5 million

July 1, 2023: C$1.5 million

January 1, 2024: C$3.0 million

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

●

complete qualifying expenditures on the Project aggregating to C$2.25 million, comprised of C$1.5 million on or before June 1, 2023, and a further C$0.75 million on or before December 31, 2023.

Pursuant to the Option Agreement, the Company also completed an initial strategic investment in NevGold by subscribing for 1,481,481 NevGold Shares at a price of C$0.675 per share, based upon the volume weighted average price of the NevGold Shares for the prior 30-trading day period, for total subscription proceeds of C$1.0 million. In connection with the closing of the initial option grant and the strategic investment, GoldMining and NevGold have entered into an investor rights agreement on customary terms, which provides for, among other things, the grant of certain anti-dilution rights by NevGold to GoldMining and the right to nominate one board member of NevGold, provided the Company maintains an equity interest in NevGold above 4.99%. Pursuant to the Option Agreement, GoldMining has agreed to purchase additional NevGold equity in an amount to the lesser of C$1.25 million and 40% of the total gross proceeds raised by NevGold in the event NevGold completes a qualifying financing prior to November 30, 2022.

Creation of U.S. GoldMining for advancing the Whistler Project

On February 28, 2022, the Company announced that it had created a new subsidiary, US GoldMining, which will be focused on advancing the Company's Whistler gold-copper Project, located in Alaska, USA. The Company's board of directors has approved a strategy to have US GoldMining operated as a separate public company through an initial public offering or similar transaction. Any such offering or transaction is subject to final review and approval by the board of directors of the Company and there can be no assurance that such transaction will be completed as currently contemplated or at all.

On April 7, 2022 the Company announced the appointment of Tim Smith as Vice President Exploration of the Company and as Chief Executive Officer of US GoldMining, its recently created subsidiary that will be focused on advancing the Company's Whistler gold-copper project, located in Alaska, USA. On May 24, 2022, the Company announced the appointment of six directors to the board of US GoldMining.

At-the-Market Equity Program

On December 10, 2021, the Company entered into an equity distribution agreement with a syndicate of agents for an at-the-market equity distribution program (the "ATM Program").

Pursuant to the ATM Program, the Company may distribute up to US$50 million (or the equivalent in Canadian dollars) of its common shares (the "ATM Shares") in the aggregate. The ATM Shares sold under the ATM Program, will be sold at the prevailing market price on the TSX or the NYSE American, as applicable, at the time of sale. Unless earlier terminated by the Company or the Agents as permitted therein, the ATM Program will terminate upon the earlier of: (a) the date that the aggregate gross sales proceeds of the ATM Shares sold under the ATM Program reaches the aggregate amount of US$50 million (or the equivalent in Canadian dollars); or (b) January 1, 2023.

During the three and six months ended May 31, 2022, a total of 2,869,312 ATM Shares were distributed by the Company under the ATM Program through the facilities of the TSX and NYSE American for gross proceeds of $5.92 million. The Company issued a total of 2,869,312 ATM Shares under the ATM Program in the six months ended May 31, 2022. Aggregate gross proceeds raised over the three and six months ended May 31, 2022 were approximately $1.48 million on the TSX (representing net proceeds of $1.44 million) and US$3.49 million on the NYSE (representing net proceeds of US$3.40 million), and the Agents were paid aggregate commissions on such sales of approximately $0.04 million and US$0.09 million (representing 2.50% of the gross proceeds of the ATM Shares sold). Subsequent to the quarter ended May 31, 2022, the Company issued a total of 1,611,454 ATM Shares under the ATM Program for gross proceeds of approximately $2.06 million. Aggregate gross proceeds raised were approximately $0.18 million on the TSX (representing net proceeds of $0.18 million) and US$1.45 million on the NYSE (representing net proceeds of US$1.41 million), and the Agents were paid aggregate commissions on such sales of approximately $0.01 million and US$0.04 million.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Acquisition of Existing Net Smelter Return Royalty on Yarumalito Project

On March 14, 2022, the Company announced that it has acquired an existing 1% net smelter return ("NSR") royalty on the Company's Yarumalito Project in Colombia from Newrange Gold Corp. (“Newrange”). Pursuant to the agreement, the Company paid Newrange $100,000 in cash and delivered 10,000 common shares of the Company.

Update on Material Properties

The Company's principal mineral properties are currently its La Mina, São Jorge, Whistler and Titiribi projects.

The Company is currently in the process of identifying and planning additional work relating to its projects with the goal of directing resources to enhance value at each such project (the "Strategic Review Process"). To date, pursuant to this Strategic Review Process, the Company has identified additional studies and reports to be completed at certain of its properties as detailed below. Such work may include undertaking additional studies, economic assessments and/or exploration and development work. Other than as disclosed herein, such work has not been finalized as of the date hereof including for the Yellowknife Gold Project on which the Company announced initiation of a PEA on September 23, 2021, but has not defined a completion date as it is focusing on other priority projects. Additionally, the Company currently plans to maintain each of its projects in good standing.

La Mina Gold Project

During the three and six months ended May 31, 2022, the Company incurred $397,688 and $534,764, respectively, of expenditures on the La Mina Project, which included expenditures for its exploratory drilling program, camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments.

On January 12, 2022, the Company announced results of a positive Preliminary Economic Assessment ("PEA") prepared in accordance with National Instrument 43-101 on the La Mina Project. The independent PEA provides a compelling base case assessment for a mining operation with additional potential available through proposed exploration of the adjacent La Garrucha deposit. The Project generates an estimated pre-tax net present value (NPV) of US$340 million at a 5% discount rate and an after-tax NPV of US$232 million with an internal rate or return (IRR) of 14.5% using metal prices of US$1,600 per ounce gold, US$21 per ounce silver and US$3.39 per pound copper.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the results of the PEA will be realized.

On February 25, 2022, the Company filed a new technical report, which included a PEA for the La Mina Project titled "NI 43-101 Technical Report and Preliminary Economic Assessment GoldMining Inc. La Mina Project Antioquia, Republic of Colombia", with an effective date of January 12, 2022. Readers should refer to such technical report, a copy of which is available under the Company's profile at www.sedar.com, for further information regarding the La Mina Gold Project and the PEA.

In March 2022, the Company initiated field work in preparation for conducting a work program, including initializing an exploratory drill program. The work program intends to complete exploratory drilling southeast of gold-copper mineralization identified in historic drill programs at the La Garrucha target. The cost of such work is expected to be approximately $1.9 million.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

On April 12, 2022, the Company announced that it had commenced a six hole 3,600 metre (m) program of exploration drilling on the La Garrucha target located less than one kilometre to the east and immediately adjacent to existing mineral resources .

On June 22, 2022 the Company announced initial assay results from the first two holes of the drilling program on the La Garrucha target. Results included LME-1107 which intersected 207.95 m at 0.48 g/t Au and 0.10% Cu (0.62 g/t AuEq) from 261.60 m depth and LME-1108 which intersected 345.54 m at 0.57 g/t Au and 0.12% Cu (0.74 g/t AuEq) from 254.95 m depth. The La Garrucha porphyry mineral system now extends over at least 300 metres strike, where it is open to the southeast, and over at least 200 metres width. Drilling has tested to a maximum vertical depth of 450 metres below surface where the porphyry mineral system remains open to depth.

Step-out drilling is currently ongoing on a second drill fence located 100 metres along strike to the southeast of LME-1107 & -1108. A third fence is planned an additional 100 metres southeast along strike pending visual observations of the current drilling. In addition, the drill will return to the LME-1107 & -1108 drill pad to re-enter and deepen LME-1108 given that core assays indicate that the hole ended in mineralization.

São Jorge Gold Project

During the three and six months ended May 31, 2022, the Company incurred $92,955 and $131,311, respectively, of expenditures on the São Jorge Project. These expenditures included land access fees, consulting fees to vendors that provided geological and technical services, costs to conduct the infill drill core sampling program, and expenditures for camp maintenance costs.

As part of its current Strategic Review Process, the Company is considering various additional options for potential work at the project in 2022, which includes the commissioning of additional studies on the project, including a PEA which was announced in 2021. The PEA for the project will continue to be advanced during the second half of 2022 as results are obtained from the infill drill core sampling program.

Through initial work on the PEA, the Company identified opportunities to better define and expand existing mineralization which included the initiation of a confirmatory infill drill core sampling program in 2021. Assay results from the infill sampling program confirmed the presence of mineralized intervals that included previously unsampled intervals located at surface and generally outside of known mineralization or resource models. The results of the initial infill sampling program justified a follow-up phase of additional sampling which extended into the first quarter of 2022.

The second phase of the infill core sampling program has been completed with a total of 3,584 core samples collected from 82 drill holes in the two phases. The second phase of the core sampling program was focused in the oxide zone of the deposit, with the objective to evaluate the presence of near-surface mineralization that could potentially off-set costs of pre-striping the deposit in the mining phase.

The Company completed the third phase of drill core sampling with additional drill hole intervals with a total of 317 samples to fill in gaps from selected drill holes.

Assay results from the remainder of the infill core sampling program are pending, and once received will be interpreted to further refine the geological models of the deposit.

Whistler Gold-Copper Project

During the three and six months ended May 31, 2022, the Company incurred $49,701 and $86,385, respectively, of expenditures on the Whistler Project which included consulting fees to vendors that provided geological and technical services and camp maintenance costs.

In 2022, the Company intends to maintain the Whistler Project in good standing. The Company is currently evaluating opportunities to initiate exploration activities at the project later in 2022.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Titiribi Gold-Copper Project

During the three and six months ended May 31, 2022, the Company incurred $86,239 and $140,317 respectively, of expenditures on the Titiribi Project, which included expenditures for camp maintenance costs, consulting fees to vendors that provided geological and technical services, payroll and personnel expenses and surface rights lease payments. The Company maintains the Titiribi Project in good standing. The Company had initially proposed a work program which includes a drill program to be completed in 2022, however the program has received approval for deferral from Antioquia's Secretary of Mines. A deferral of this program was submitted as a result of restrictions due to the COVID-19 pandemic, as well as recent proceedings of the local municipality, described in further detail below, which was granted and extends to April 2024. With the granting of the deferral, the initially planned work program will be deferred until 2023 or later as the Company focuses on higher priority projects.

In May 2021, the Municipal Council issued a Territorial Ordinance Scheme which prohibits mining and mineral exploitation activities in the municipality. The Company believes that the Territorial Ordinance Scheme is unconstitutional and outside the authority of the municipality. As such, the Company plans to challenge this decision of the municipality through appropriate proceedings on the same basis as the prior successful challenge of the municipality's similar actions in 2017 and 2018. While the Company believes that it will be successful based on the advice of its local counsel and past precedent, there can be no assurance that it will be successful in such proceedings, which are subject to the risks normally associated with such legal proceedings, generally.

Investment in Gold Royalty Corp.

The Company owns 20,700,000 shares of Gold Royalty Corp. ("GRC"). GRC is listed on the NYSE and the fair value of the Company's investment in GRC is $78,276,077 as at May 31, 2022.

Results of Operations

COVID-19

The Company is closely monitoring the ongoing COVID-19 pandemic which continues to cause significant widespread global infections and fatalities. It has materially adversely affected global economic activity, caused significant market volatility and resulted in numerous governments declaring emergencies and implementing measures, such as travel bans, quarantines, business closures, shelter-in-place orders and other restrictions.

In response to the COVID-19 pandemic, the Company implemented various measures designed to ensure the health and safety of its personnel and other stakeholders, including instituting protocols and work from home procedures at its head office and other offices and operations.

In addition, as a result of the above-described restrictions and other measures, the Company determined to delay certain work programs that were planned for 2021 and 2022 on certain of its projects due to restrictions on the ability of its personnel and contractors to attend sites. Other than the aforementioned delay of scheduled work, the COVID-19 pandemic has not had a significant impact on the Company's operations. The 2022 exploration program for the La Mina Project has commenced, which was previously delayed due to the COVID-19 pandemic and the restricted movement of personnel and contractors to the worksite. COVID-19 pandemic restrictions have now been eased in Colombia, allowing work to be initiated. Additionally, COVID-19 pandemic restrictions in other jurisdictions that the Company operates continue to be eased.

In the three and six months ended May 31, 2022, many governments, including in Canada, continued vaccination programs and continued to ease restrictions on certain economic and social activities. Certain jurisdictions in which the Company has projects, such as Brazil and Colombia, have made significant progress in their vaccination programs. While restrictions in Colombia and Brazil have eased, some limited restrictions, such as mask wearing in closed public places remain due to the emergence of COVID-19 variants. The extent to which COVID-19 will continue to impact the Company's operations and projects, including its exploration and development plans, will depend on future developments which are uncertain and cannot be predicted at this time. These future developments include the vaccination of populations in the jurisdictions which the Company operates and the measures taken by various government authorities to contain the spread of the COVID-19 virus and its variants. See Risk Factors "Public Health Crises" in the Company's AIF.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Three months ended May 31, 2022, compared to the three months ended May 31, 2021

For the three months ended May 31, 2022, the Company had an operating loss of $3,359,404, compared to an operating income of $113,260,107 for the three months ended May 31, 2021. The operating income for the three months ended May 31, 2021 was primarily the result of a gain on remeasurement of GRC shares at fair value. Excluding the gain on remeasurement of GRC shares and share of loss in associate, operating expenses were $3,652,845 during the three months ended May 31, 2021.

During the three months ended May 31, 2021, following the Company's Initial Public Offering ("IPO") of GRC and the resulting loss of control of GRC by the Company, the Company remeasured the value of its retained investment at fair value and recognized a gain of $118,200,828. The Company initially measured its 20 million share interest in GRC at $5.92 (US$4.72) per share, based on the closing price of GRC common shares on March 11, 2021.

The Company's share of loss in associate was $nil for the three months ended May 31, 2022, compared to $1,287,876 in the three months ended May 31, 2021. The Company reported the results of GRC as an associate using the equity method effective from March 11, 2021 to November 5, 2021, at which point it lost significant influence over GRC.

General and administrative expenses were $1,063,358 in the three months ended May 31, 2022, compared to $739,294 in the three months ended May 31, 2021. This increase was primarily the result of higher investor communications and marketing expenses.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $335,028 in the three months ended May 31, 2022, compared to $317,943 in the three months ended May 31, 2021. This increase was primarily due to hiring of additional staff, including the CEO of US GoldMining.

Exploration expenses were $723,385 in the three months ended May 31, 2022, compared to $438,515 in the three months ended May 31, 2021. This increase was primarily due to exploration drilling costs incurred on the La Garrucha target at the La Mina project and expenditures associated with the sampling program for the São Jorge project.

Exploration expenditures incurred in the three months ended May 31, 2022, consisted primarily of: exploration and field expenses of $461,935, compared to $131,306 in the three months ended May 31, 2021; consulting fees to vendors who provided geological and technical services on the Company's projects of $80,587, compared to $125,371 in the three months ended May 31, 2021; payroll and employee expenses of $68,495, compared to $37,447 in the three months ended May 31, 2021; and other exploration expenses which included land fees required to maintain the projects in good standing of $112,368, compared to $144,391 in the three months ended May 31, 2021.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Exploration expenditures on a project basis for the periods indicated were as follows:

									For the period from
	For the three months ended				For the six months ended				incorporation,
	May 31,				May 31,				September 9, 2009, to
	2022		2021		2022		2021		May 31, 2022
	($)		($)		($)		($)		($)
La Mina		397,688		66,178		534,764		125,140		1,759,570
Titiribi		86,239		77,992		140,317		138,691		1,976,125
São Jorge		92,955		44,702		131,311		68,147		1,277,469
Whistler		49,701		43,997		86,385		44,297		2,972,426
Almaden		49,782		54,111		73,356		57,935		332,764
Yellowknife		9,986		111,495		42,211		144,757		1,186,952
Yarumalito		15,400		5,742		24,299		14,601		138,428
Cachoeira		10,508		34,298		19,364		68,649		6,759,882
Rea		11,126		-		18,708		-		287,896
Crucero		-		-		-		-		312,386
Montes Áureos and Trinta		-		-		-		-		1,819,966
Surubim		-		-		-		-		209,772
Batistão		-		-		-		-		30,902
Other Exploration Expenses		-		-		-		-		1,566,198
Total		723,385		438,515		1,070,715		662,217		20,630,736

Non-cash share-based compensation expenses were $433,031 in the three months ended May 31, 2022, compared to $1,364,185 in the three months ended May 31, 2021. The decrease was primarily the result of share-based compensation recorded by GRC with respect to the issuance of performance based restricted shares and options up to the date of the IPO on March 11, 2021, at which point GRC was deconsolidated. During the three months ended May 31, 2022, options were granted to employees of the Company, which had a weighted average exercise price of $2.16 per GoldMining Share and are valid for a period of 5 years from their grant dates. In the three months ended May 31, 2021, options were granted to consultants of the Company which had a weighted average exercise price of $2.09 per GoldMining Share and were valid for a weighted average period of 2 years from their grant dates.

Consulting fees paid to corporate development, information technology and human resources service providers were $46,015 in the three months ended May 31, 2022, compared to $156,418 in the three months ended May 31, 2021. The decrease was primarily the result of lower corporate development activities in the current period.

Professional fees were $684,956 in the three months ended May 31, 2022, compared to $590,580 in the three months ended May 31, 2021. The increase was primarily the result of increased fees for legal, accounting, tax and advisory services, associated with the launch of US GoldMining.

Dividend income was $255,300 in the three months ended May 31, 2022, compared to $nil in the three months ended May 31, 2021. The dividend income was comprised of the inaugural quarterly cash dividend paid by GRC on March 31, 2022 to shareholders of record.

Financing costs were $409,091 in the three months ended May 31, 2022, compared to $2,829 in the three months ended May 31, 2021. The increase was primarily the result of interest and other fees incurred on the Company's margin loan, which the Company obtained in October 2021.

For the three months ended May 31, 2022, the Company recognized a deferred income tax recovery of $661,871, compared to a deferred tax expense of $9,144,559 for the three months ended May 31, 2021. The deferred income tax recovery was recognized as a result of the Company's loss during the quarter, reducing the Company's deferred tax liability. The deferred tax expense during the three months ended May 31, 2021 resulted from the recognition of a deferred tax liability upon the remeasurement of the Company's ownership of 20 million common shares of GRC at fair value during fiscal 2021.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

During the three months ended May 31, 2022, the Company recorded an unrealized loss on revaluation of investment in GRC of $29,690,078 as a result of the decrease in the fair value of the GRC shares, offset by a deferred income tax recovery of $4,008,161 in other comprehensive loss. The investment in GRC is measured at fair value with reference to closing foreign exchange rates and the quoted share price in the market.

During the three months ended May 31, 2022, the Company's net loss was $2,863,352, or $0.02 per share on a basic and diluted basis, compared to net income of $104,168,847 during the three months ended May 31, 2021, of which net income of $104,277,134 was attributable to shareholders of the Company and a net loss of $108,287 was attributable to non-controlling interests, or $0.70 per share on a basic basis and $0.68 per share on a diluted basis.

Six months ended May 31, 2022, compared to the six months ended May 31, 2021

For the six months ended May 31, 2022, the Company had an operating loss of $6,680,502, compared to an operating income of $110,474,120 for the six months ended May 31, 2021. The operating income for the six months ended May 31, 2021 was primarily the result of a gain on remeasurement of GRC shares at fair value. Excluding the gain on remeasurement of GRC shares and share of loss in associate, operating expenses were $6,438,832 during the six months ended May 31, 2021.

During the six months ended May 31, 2021, following the Company's IPO of GRC and the resulting loss of control of GRC by the Company, the Company remeasured the value of its retained investment at fair value and recognized a gain of $118,200,828. The Company initially measured its 20 million share interest in GRC at $5.92 (US$4.72) per share, based on the closing price of GRC common shares on March 11, 2021.

The Company's share of loss in associate was $nil for the six months ended May 31, 2022, compared to $1,287,876 in the six months ended May 31, 2021. The Company reported the results of GRC as an associate using the equity method effective from March 11, 2021 to November 5, 2021, at which point it lost significant influence over GRC.

General and administrative expenses were $2,431,844 in the six months ended May 31, 2022, compared to $1,471,019 in the six months ended May 31, 2021. This increase was primarily the result of higher investor communications and marketing expenses and additional regulatory fees associated with the ATM Program.

Directors' fees, salaries and benefits, which includes management and personnel salaries, were $602,088 in the six months ended May 31, 2022, compared to $647,433 in the six months ended May 31, 2021. This decrease was primarily due to a reduction in overall management compensation as the former chief development officer assumed the position of chief executive officer following the resignation of the former chief executive officer effective April 1, 2021, which resulted in lower compensation paid as the position of chief development officer was eliminated. This decrease was partially offset by the hiring of additional staff, including the CEO of US GoldMining, during the second quarter of fiscal 2022.

Exploration expenses were $1,070,715 in the six months ended May 31, 2022, compared to $662,217 in the six months ended May 31, 2021. This increase was primarily due to exploration drilling costs incurred on the La Garrucha target for the La Mina project and costs associated with the sampling program for the São Jorge project.

Exploration expenditures incurred in the six months ended May 31, 2022, consisted primarily of: exploration and field expenses of $552,193 compared to $225,709 in the six months ended May 31, 2021; consulting fees to vendors who provided geological and technical services respecting the Company's projects, of $186,126, compared to $162,490 in the six months ended May 31, 2021; payroll and employee expenses of $110,381, compared to $76,896 in the six months ended May 31, 2021; and other exploration expenses which included land fees required to maintain the projects in good standing of $222,015, compared to $197,122 in the six months ended May 31, 2021.

Non-cash share-based compensation expenses were $1,116,267 in the six months ended May 31, 2022, compared to $2,091,288 in the six months ended May 31, 2021. The decrease was primarily the result of share-based compensation recorded by GRC with respect to the issuance of performance based restricted shares and options up to the date of the IPO on March 11, 2021, at which point GRC was deconsolidated. During the six months ended May 31, 2022, options were granted to employees and consultants of the Company, which had a weighted average exercise price of $2.07 per GoldMining Share and are valid for a period of 5 years from their grant dates. In the six months ended May 31, 2021, options were granted to consultants of the Company which had a weighted average exercise price of $2.09 per GoldMining Share and were valid for a weighted average period of 2 years from their grant dates.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Consulting fees paid to corporate development, information technology and human resources service providers were $106,364 in the six months ended May 31, 2022, compared to $174,388 in the six months ended May 31, 2021. The decrease was primarily the result of lower corporate development activities in the current period.

Professional fees were $1,226,627 in the six months ended May 31, 2022, compared to $1,299,659 in the six months ended May 31, 2021. While professional fees remained elevated as a result of the launch of US GoldMining, the decrease compared to the six months ended May 31, 2021 was primarily the result of increased fees for legal, accounting, tax and advisory services associated with the launch of GRC and its IPO in the prior comparative period, which was completed in March 2021.

Dividend income was $255,300 in the six months ended May 31, 2022, compared to $nil in the six months ended May 31, 2021. The dividend income was comprised of the inaugural quarterly cash dividend paid by GRC on March 31, 2022 to shareholders of record.

Financing costs were $801,946 in the six months ended May 31, 2022, compared to $5,470 in the six months ended May 31, 2021. The increase was primarily the result of interest and other fees incurred on the Company's margin loan, which the Company obtained in October 2021.

For the six months ended May 31, 2022, the Company recognized a deferred income tax recovery of $1,268,090, compared to a deferred tax expense of $9,144,559 for the six months ended May 31, 2021. The deferred income tax recovery was recognized as a result of the Company's loss during the period, reducing the Company's deferred tax liability. The deferred tax expense during the six months ended May 31, 2021 resulted from the recognition of a deferred tax liability upon the remeasurement of the Company's ownership of 20 million common shares of GRC at fair value during fiscal 2021.

During the six months ended May 31, 2022, the Company recorded an unrealized loss on revaluation of investment in GRC of $55,591,798 as a result of the decrease in the fair value of the GRC shares, offset by a deferred income tax recovery of $7,504,893 in other comprehensive loss. The investment in GRC is measured at fair value with references to closing foreign exchange rates and the quoted share price in the market.

During the six months ended May 31, 2022, the Company's net loss was $5,936,994, or $0.04 per share on a basic and diluted basis, compared to net income of $101,250,240 during the six months ended May 31, 2021, of which net income of $101,421,296 was attributable to shareholders of the Company and a net loss of $171,056 was attributable to non-controlling interests, or $0.68 per share on a basic basis and $0.66 per share on a diluted basis.

Summary of Quarterly Results

The following table sets forth selected quarterly financial results of the Company for each of the periods indicated. The Company did not have any revenues during such periods.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

							Diluted
For the quarter ended	Net income (loss)			Basic income (loss) per share			income (loss) per share
	($)			($)			($)
May 31, 2022		(2,863,352	)		(0.02	)		(0.02	)
February 28, 2022		(3,073,642	)		(0.02	)		(0.02	)
November 30, 2021		5,919,253			0.04			0.04
August 31, 2021		(6,985,309	)		(0.05	)		(0.05	)
May 31, 2021		104,168,847			0.70			0.68
February 28, 2021		(2,918,607	)		(0.02	)		(0.02	)
November 30, 2020		(4,095,111	)		(0.03	)		(0.03	)
August 31, 2020		(3,226,411	)		(0.02	)		(0.02	)

The Company's fluctuations in net loss from quarter to quarter were mainly related to changes in exploration, permitting and licensing work as well as corporate activities conducted during the respective quarters. During the three months ended November 30, 2021, the Company's positive net income was primarily the result of the Company's non-cash gain resulting from re-measuring its retained interest in GRC at the fair value of its 20 million GRC common shares on November 5, 2021, the date GRC completed its acquisition of Abitibi Royalties Inc. and Golden Valley Mines and Royalties Ltd., and the Company’s loss of its significant influence over GRC. During the three months ended August 31, 2021, net loss was higher compared to other quarters as a result of the Company's share of loss in associate. During the three months ended May 31, 2021, the Company's positive net income was primarily the result of a non-cash gain resulting from re-measuring its retained interest in GRC at fair value following the loss of control of GRC as a subsidiary and the start of equity accounting on March 11, 2021, the date GRC completed its IPO. During the three months ended November 30, 2020, net loss was higher compared to other quarters as a result of increased share-based compensation due to the increase in the Company's share price during the period and increased transactional activities.

Liquidity and Capital Resources

The following table sets forth selected information regarding the Company's financial position for the periods indicated:

	As at May 31,			As at November 30,
	2022			2021
	($)			($)
Cash and cash equivalents		8,728,623			11,658,308
Working capital deficit		(4,541,996	)		(1,296,408	)
Total assets		147,635,331			200,155,469
Total current liabilities		13,928,988			13,573,616
Accounts payable and accrued liabilities		1,110,799			991,913
Total non-current liabilities		2,176,164			10,877,455
Shareholders' equity		131,530,179			175,704,398

Capital resources of the Company consist primarily of cash and liquid short-term investments. As at May 31, 2022, the Company had cash and cash equivalents totalling $8,728,623 compared to $11,658,308 at November 30, 2021, and $658,369 in other current assets compared to $618,900 at November 30, 2021. The decrease in cash and cash equivalents was primarily the result of operating expenditures incurred and the purchase of 700,000 GRC shares during the six months ended May 31, 2022.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

The Company had accounts payable and accrued liabilities of $1,110,799 as at May 31, 2022, compared to $991,913 as at November 30, 2021. The increase in accounts payable and accrued liabilities of $118,886 was primarily the result of additional professional fees incurred for the launch of US GoldMining. As at May 31, 2022, the Company had a working capital deficit (current assets less current liabilities) of $4,541,996 compared to a working capital deficit of $1,296,408 at November 30, 2021.

In addition to planned work programs described under "Material Properties", certain of the Company's properties, including its Boa Vista, Surubim and La Mina Projects are subject to certain ongoing agreements that require additional payments by the Company and, in order to maintain its properties in good standing, the Company must continue incurring various surface rights lease payments, land fee payments, advance royalty payments, licence application and extension fees and camp maintenance costs. Additional work on projects identified as part of the Strategic Review Process and any future expansion, including the acquisition of additional mineral properties or interests, may require additional financing, including additional equity and/or debt financing. There can be no assurance that such additional financing will be available on acceptable terms or at all.

As at May 31, 2022, the Company had drawn $12.4 million (US$10 million) under the Facility. Subsequent to May 31, 2022, in order to provide the Company greater capital flexibility, the Company and the lender entered into an amendment of the facility, pursuant to which, among other things, the Company repaid US$3 million without incurring early pre-payment fees and the Facility's margin and pricing requirements were amended to provide greater flexibility to the Company in light of existing market conditions. The Company does not currently expect to make further drawdowns prior to the upcoming maturity of the Facility, further drawdowns and additional availability under the Facility are subject to satisfying the conditions under the terms of the Facility, which would not be met as of the date hereof.

The Company believes that cash on hand, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ability to enter into future borrowings collateralized by the GRC shares after maturity of the existing credit facility will provide it with sufficient capital resources to meet its obligations over the next 12 months. The Company's ability to meet its obligations and finance exploration and development activities over the long-term will depend on its ability to generate cash flow through the issuance of GoldMining Shares pursuant to equity financings and/or short-term or long-term loans and debt financings. The Company's growth and success is dependent on external sources of financing, which may not be available on acceptable terms or at all. Refer to "Liquidity Risk" below.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Contractual Obligations

The following table summarizes the Company's contractual obligations, including payments due for each of the next five years and thereafter:

Contractual Obligations	Payments Due by Period
	Total ($)		Less than 1 year ($)		1 – 3 years ($)		3 – 5 years ($)		After 5 years ($)
Margin loan payable⁽¹⁾		12,666,286		12,666,286		-		-		-
Office and Storage Leases		457,637		220,882		206,567		30,188		-
Land Access Agreement		14,413		14,413		-		-		-
Mineral Rights Agreement - Boa Vista Project⁽²⁾		859,423		859,423		-		-		-
Mineral Property Option Agreement - Surubim Project⁽³⁾		795,068		795,068		-		-		-
Surface Rights Lease Agreement - La Mina Project⁽⁴⁾		101,177		101,177		-		-		-
Total Contractual Obligations		14,894,004		14,657,249		206,567		30,188		-

(1)	Payment is converted from US$10,015,250 to C$12,666,286 using the period end exchange rate of US$0.7907/C$1.
(2)	Payment is converted from R$3,220,000 to C$859,423 using the period end exchange rate of R$3.7467/C$1.
(3)	Payment is converted from US$628,660 to C$795,068 using the period end exchange rate of US$0.7907/C$1.
(4)	Payment is converted from US$80,000 to C$101,176 using the period end exchange rate of US$0.7907/C$1.

General and Administrative

The Company is renting or leasing various offices and storage facilities located in Canada, USA, Brazil, Colombia and Peru with total contractual payments of $457,637, which includes $17,581 related to low value assets and $106,047 related to short-term leases on the date of initial application. The remaining $334,009 in contractual payments relates to long-term leases at the date of initial application, that do not relate to low value assets and are disclosed as lease liabilities in the consolidated financial statements for the three and six months ended May 31, 2022.

Commitments

Boa Vista Joint Venture Project

Pursuant to the terms of a shareholder's agreement among Brazilian Gold Corp ("BGC"), a subsidiary of the Company, D'Gold Mineral Ltda. ("D'Gold"), a former joint venture partner of Boa Vista Gold Inc. ("BVG"), and Majestic D&M Holdings LLC ("Majestic"), dated January 21, 2010, as amended on May 25, 2011, June 24, 2011 and November 15, 2011, a 1.5% net smelter return royalty is payable to D'Gold and a further 1.5% net smelter return royalty is payable by BVG to Majestic if Majestic's holdings in BVG drop below 10%.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Surubim Project

Jarbas Agreement

The Company is required to make the following remaining payments:

●

US$628,660 (payable in R$ equivalent) in December 2022.

Altoro Agreement

La Mina Project

●

US$25,000 in June 2022 (paid); and

●

US$55,000 in December 2022

In addition, pursuant to an option agreement entered into by Bellhaven on November 18, 2016, amended April 4, 2017, November 5, 2018, and July 10, 2020, the Company can purchase the La Garrucha concession by making an optional payment of US$650,000 on December 7, 2022.

Cash Flows

Operating Activities

Net cash used in operating activities during the six months ended May 31, 2022, was $5,213,294, compared to $4,303,353 in the six months ended May 31, 2021. Significant operating expenditures during the current period included general and administrative expenses, directors' fees, salaries and benefits, professional fees and exploration expenditures. The increase of net cash used in operating activities is primarily due to the Company's increase in general and administrative expenses, exploration expenditures, and professional fees.

Investing Activities

Net cash used in investing activities during the six months ended May 31, 2022 was $4,000,933, compared to $2,514,119 during the six months ended May 31, 2021. The net cash used in investing activities during the six months ended May 31, 2022 was related to an investment in GRC shares in the amount of $3,777,655 compared to $nil in the six months ended May 31, 2021, investment in exploration and evaluation assets pertaining to the Yarumalito Project royalty buyback of $110,312 compared to $nil during the six months ended May 31, 2021, investment in joint venture in the amount of $78,175 compared to $nil in the six months ended May 31, 2021, investment in royalty in the amount of $nil compared to $230,614 in the six months ended May 31, 2021, deconsolidation of GRC’s cash of $2,480,709 in the six months ended May 31, 2021, restricted cash refund of $174,991 in the six months ended May 31, 2021, and the purchase of geological software in the amount of $34,791 compared to $7,787 in the six months ended May 31, 2021.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Financing Activities

Net cash provided by financing activities during the six months ended May 31, 2022, was $6,300,154, compared to $563,188 during the six months ended May 31, 2021. Net cash provided by financing activities was primarily related to net cash proceeds received from the Company's At-the-Market offering during the six months ended May 31, 2022 in the amount of $5,776,166 compared to $nil in the same period of the prior year, the exercise of options during the six months ended May 31, 2022, in the amount of $1,083,662 compared to $660,938 in the same period of the prior year, offset by interest paid on the margin loan of $475,164 compared to $nil in the six months ended May 31, 2021. During the six months ended May 31, 2022, share subscriptions in the amount of $nil were received compared to $137,428 in the six months ended May 31, 2021 in connection with GRC's private placement. GRC was a consolidated subsidiary of the Company and its transactions were reflected in the consolidated cash flow through to the date it ceased to be a subsidiary of the Company on completion of the IPO on March 11, 2021. Following the IPO, the consolidated cash flows of the Company no longer reflect the cash flows of GRC. During the six months ended May 31, 2022, lease payments were made in the amount of $54,510 compared to $56,610 during the six months ended May 31, 2021, and interest and principal repayments were made in the amount of $nil on the Company's short-term credit facility compared to $178,568 during the six months ended May 31, 2021.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Transactions with Related Parties

Related Party Transactions

During the three and six months ended May 31, 2022, the Company incurred the following related party transactions:

●

During the three and six months ended May 31, 2022, the Company incurred $nil and $nil (compared to $10,500 and $21,000 for the three and six months ended May 31, 2021) in consulting fees for corporate development consulting services paid to a direct family member of its Chairman. The fees paid were for business development services, including introducing the Company to various parties in the areas of project generation, corporate finance groups and potential strategic partners, and are within industry standards. The Company also granted Options to the related party with the fair value of the Options expensed during the three and six months ended May 31, 2022, in the amount of ($6,614) and $731, respectively, compared to $14,909 and $18,995 during the three and six months ended May 31, 2021, respectively, using the Black-Scholes option pricing model.

●

During the three and six months ended May 31, 2022, the Company incurred $59,728 and $95,841, respectively, compared to $16,050 and $32,850 for the three and six months ended May 31, 2021, in general and administrative expenses related to website design, video production, website hosting services and marketing services paid to Blender Media Inc., a company controlled by a direct family member of its Chairman and are within industry standards. As at May 31, 2022, $7,718 was payable to such related party compared to $nil as at November 30, 2021, and $16,667 is included in prepaid expenses and deposits compared to $nil as at November 30, 2021.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Transactions with Key Management Personnel

	For the three months ended				For the six months ended
	May 31				May 31
	2022		2021		2022		2021
	($)		($)		($)		($)
Management Fees		40,970		50,137		81,940		106,107
Director and Officer Fees		106,179		76,405		168,826		187,670
Share-based compensation		313,675		240,224		656,306		716,618
Total		460,824		366,766		907,072		1,010,395

Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. Critical accounting estimates represent estimates that are uncertain and for which changes in those estimates could materially impact our consolidated financial statements. Areas of judgment and key sources of estimation uncertainty that have the most significant effect are as follows:

Existence of Impairment Indicators for Exploration and Evaluation Assets

In accordance with the Company's accounting policy, all direct costs related to the acquisition of exploration rights are capitalized on a property-by-property basis. There is no certainty that costs incurred to acquire exploration rights will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

Changes in, and Initial Adoption of, Accounting Policies

The accounting policies adopted are consistent with those of the previous financial year. The Company has determined there are no IFRS standards that are issued but not yet effective that could materially impact the Company's financial statements for the three and six months ended May 31, 2022.

Financial Instruments and Risk Management

●

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

●

Level 2: other techniques for which all inputs have a significant effect on the recorded fair value which are observable, either directly or indirectly.

●

Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The Company's cash and cash equivalents, accounts payable and accrued liabilities, due to joint venture and due to related parties approximate fair value due to their short terms to settlement. The Company's margin loan payable is measured at amortized cost and classified as level 2 within the fair value hierarchy. The carrying value of the margin loan approximates its fair value as there have been no significant changes in the underlying credit and market rate risks since its initial negotiation. The Company's short-term investment and investment in GRC are measured at fair value on a recurring basis and classified as level 1 within the fair value hierarchy. The fair value of the short-term investment and investment in GRC are determined by obtaining the quoted market price of the short-term or investment in GRC and multiplying it by the quantity of shares held by the Company.

Financial Risk Management Objectives and Policies

Currency Risk

The Canadian dollar equivalents of the Company's foreign currency denominated monetary assets are as follows:

	As at May 31,		As at November 30,
	2022		2021
	($)		($)
Assets
United States Dollar		83,570,690		138,692,454
Brazilian Real		42,657		17,610
Colombian Peso		418,608		183,151
Total		84,031,955		138,893,215

The Canadian dollar equivalent of the Company's foreign currency denominated monetary liabilities are solely in United States Dollars and total $12,905,787.

The impact of a Canadian dollar change against United States Dollar on investment in GRC by 10% at May 31, 2022 would have an impact, net of tax, of approximately $6,770,881 on other comprehensive loss for the six months ended May 31, 2022. The impact of a Canadian dollar change against the United States Dollar on the Company's other financial instruments based on balances at May 31, 2022 would have an impact of $714,991 on net loss for the six months ended May 31, 2022.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Interest Rate Risk

Credit Risk

The Company mitigates credit risk associated with its bank balance by only holding cash and cash equivalents with large, reputable financial institutions.

Liquidity Risk

The Company has current cash and cash equivalent balances, access to its ATM Program, whereby the Company has the ability to issue shares for cash, and ownership of liquid assets at its disposal. The Company also owns 20.7 million shares of GRC (closing share price as of May 31, 2022 of US$2.99 reflects a value of US$61,893,000) and received a dividend of $255,300 (US$200,000) during the three and six months ended May 31, 2022. GoldMining believes that its cash on hand, access to its ATM Program and ability to enter into future borrowings collateralized by the GRC shares after the maturity of the existing facility will enable the Company to meet its working capital requirements for the next twelve months commencing from the date that the consolidated financial statements are issued.

Other price Risk

Outstanding Share Data

As of the date hereof, the Company has 155,456,877 GoldMining Shares outstanding. In addition, the following options and restricted share rights outstanding are summarized below.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Share Options

The outstanding share options to purchase GoldMining Shares as of the date of this MD&A are as follows:

Expiry Date	Exercise/Grant Price ($)		Number Outstanding
July 22, 2022		1.69		2,075,000
October 27, 2022		1.55		50,000
January 30, 2023		1.34		50,000
February 28, 2023		1.23		310,000
March 29, 2023		1.21		100,000
March 30, 2023		2.09		130,380
April 20, 2023		1.20		200,000
November 26, 2023		0.78		1,760,000
January 2, 2024		0.78		2,500
January 14, 2024		0.95		50,000
April 10, 2024		0.94		5,000
June 25, 2024		0.96		25,000
August 7, 2024		1.05		1,829,250
November 25, 2024		1.05		230,250
July 8, 2025		2.28		50,000
August 1, 2025		2.22		150,000
August 31, 2025		3.38		50,000
September 24, 2025		2.86		200,000
November 19, 2025		2.88		1,515,000
August 25, 2026		1.52		100,000
November 11, 2026		1.83		2,516,250
November 24, 2026		1.84		140,000
December 7, 2026		1.57		25,000
January 17, 2027		1.98		18,945
January 18, 2027		2.01		50,000
March 21, 2027		2.25		100,000
April 7, 2027		2.07		100,000
June 20, 2027		1.46		25,000
June 29, 2027		1.32		125,000
July 7, 2027		1.17		25,000
				12,007,575

Each option entitles the holder thereof to purchase one GoldMining Share.

Restricted Share Rights

As of the date of this MD&A, there are 25,000 restricted share rights outstanding, which are convertible into 25,000 GoldMining Shares.

Risk Factors

A comprehensive discussion of risk factors is included in the AIF and other filings with the Canadian Regulatory Authorities available on SEDAR at www.sedar.com.

Disclosure Controls and Procedures

Management of the Company performed an evaluation of the design and operating effectiveness of the Company's Disclosure Controls and Procedures ("DC&P"), as defined by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"). This evaluation was performed under the supervision of and with participation by the Company's CEO and CFO. Management concluded the Company's DC&P were effective as at May 31, 2022 to provide reasonable assurance that: (i) material information relating to the Company and its consolidated subsidiaries is made known to them by others, particularly during the period in which interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within required time periods.

GoldMining Inc.
Management's Discussion and Analysis
For the three and six months ended May 31, 2022

Internal Controls over Financial Reporting

In accordance with NI 52-109, management is responsible for establishing and maintaining adequate DC&P and Internal Control Over Financial Reporting ("ICFR").

The Company uses the 2013 Internal Control – Integrated Framework published by The Committee of Sponsoring Organizations of the Treadway Commission as the basis for assessing its ICFR. Management performed an evaluation of the Company's ICFR and concluded that, as at November 30, 2021, ICFR were designed and operating effectively so as to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

There were no significant changes in the Company's ICFR that materially affected, or are reasonably likely to materially affect, ICFR during the three and six months ended May 31, 2022.

While management of the Company have designed the Company's DC&P and ICFR, they expect that these controls and procedures may not prevent all errors and fraud. A control system, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met.

Additional Information

Additional information regarding the Company, including the Company's AIF, are available under the Company's profile at www.sedar.com.

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Form 6-K GoldMining Inc. For: Jul 31

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